Kingfish Limited/Announcement
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Kingfish FY22, A Year of Two Halves

Full Year Results23 May 2022KFLFinancials

Kingfish Limited results announcement


Results for announcement to the market

Name of issuer Kingfish Limited

Reporting Period 12 months to 31 March 2022

Previous Reporting Period 12 months to 31 March 2021

Currency NZ$

Amount (000s) Percentage change

Loss from continuing

operations

($10,654) -107%

Total revenue loss ($10,654) -107%

Net (loss) from continuing

operations

($17,306) -112%

Total net (loss) ($17,306) -112%

Interim/Final Dividend

Amount per Quoted Equity

Security

$NZ 3.16 cents per share

Imputed amount per Quoted

Equity Security

$NZ 0.00081543

Record Date 9 June 2022

Dividend Payment Date 23 June 2022

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.58 $1.77

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

The financial statements attached to this report have been audited by

PricewaterhouseCoopers and are not subject to a qualification. A copy

of the auditor’s report applicable to the financial statements is

attached to this announcement.

Authority for this announcement

Name of person


authorised

to make this announcement

W.A. Burns

Contact person for this

announcement

W.A. Burns

Contact phone number (09) 4840352

Contact email address enquire@kingfish.co.nz

Date of release through MAP


23 May 2022

Audited financial statements accompany this announcement.

---

1
Total shareholder return – the return combines the share price performance, the warrant price performance, the net value

of converting any warrants into shares, and the dividends paid to shareholders. It assumes all dividends are reinvested in

the company’s dividend reinvestment plan, and that shareholders exercise their warrants, (if they were in the money), at

warrant expiry date.

2

Adjusted net asset value return – the net return to an investor after expenses, fees and tax.

3

Dividend return - is the dividends paid for the period over the average share price for the period.


4

Gross performance return – The Manager’s portfolio performance in terms of stock selection, before expenses, fees and

tax.

5

In accordance with the Management Agreement, the management fee rate has reduced from 1.25%pa to 0.95%pa for the

year, (i.e. a 30 basis point reduction), because the gross performance of Kingfish (as calculated for the fulcrum fee rebate)

was 3.4 percentage points below the S&P/NZX Bank Bill 90 day index rate for the year of 0.5%.


For immediate release:


23 May 2022


Kingfish Limited: FY22, A Year of Two Halves

• Net loss after tax for year ended 31 March 2022 ($17.3m)

• Total shareholder return

1

+0.02%

• Adjusted NAV return (after expenses, fees and tax)

2

(-3.5%)



• Dividend return

3

+7.4% (14.34cps)


NZX-listed investment company Kingfish Limited (NZX: KFL) today announced an after-tax net

operating loss of $17.3m for the year ended 31 March 2022. The second six months of the 2022

financial year more than reversed a strong first half of $56.9m.

Shareholders will be only too aware of the challenges and pressures being endured by listed equities

since the beginning of the 2022 calendar year and the Kingfish portfolio has not been immune to

those pressures, recording a significant loss for the second six months of FY22.

Pressures and concerns from post-Covid inflation, supply chain disruption, coupled with

international uncertainty relating to the Russian invasion of Ukraine have combined to materially

and negatively impact on the value of the Kingfish portfolio stocks. In addition, in NZ and globally

cyclical stocks and defensive stocks have sharply outperformed growth stocks. Cyclical and defensive

stocks are not Kingfish’s natural hunting ground as they often lack a material competitive advantage

and/or have weaker long-term growth prospects.

The Kingfish directors have maintained the company’s 2% of NAV per quarter distribution policy as

current period profits or losses can be taken in the context of a longer-term view when considering

distributions to shareholders. The directors recognise that the regularity of the tax-effective

quarterly dividends are important for many shareholders.

The portfolio’s net after fees and expenses Adjusted NAV of -3.5% (-2.5% gross performance

4

before

fees and expenses) was in line with the S&P/NZX50G benchmark which was down -3.6% for the 12-

month period.

Total shareholder return (TSR) for the 12-month period was very marginally in positive territory at

+0.02%. TSR includes share price movement, dividends paid, and the impact of warrants.

The lower return delivered by the portfolio activated the management fee rebate (the fulcrum fee

5

)

which reduced the management fee for the year from 1.25% to 0.95%. The fulcrum fee mechanism

is a particular feature of the Fisher-managed listed equity funds which reduces the management fee
when actual returns fall below the S&P/NZX Bank Bill 90-day rate.

In accordance with Kingfish’s quarterly distribution policy (2.0% of average NAV per quarter), the

company paid a total of 14.34 cents per share to shareholders during the year ended 31 March 2022.

On 23 May 2022, the board declared a dividend of 3.16 cents per share, payable on 23 June 2022

with a record date of 9 June.

Chair Alistair Ryan said “Kingfish has experienced a challenging year with difficult and uncertain

market conditions and expectations dominating the second half, influenced by global and domestic

uncertainty about the ongoing impact of the pandemic and government response, inflationary

concerns (both domestic and international), the return to rising interest rates, and extreme political

anxiety on the international front following the Russian invasion into Ukraine. FY22 was indeed a

year of two halves, with a strong first half (+$56.9m) followed by a tough second half (-$74.2m),

producing a net loss of $17.3m for the full year.

The company is encouraged that, despite the difficult recent environment for listed equities, the

majority of the companies within the Kingfish portfolio are delivering solid earnings. This underlying

business performance allows us to have confidence about the investment strategy and the medium-

term resilience of the portfolio.”

Senior Portfolio Manager Sam Dickie noted that “After a strong start to the year, Kingfish had a very

challenging second half. Elevated market volatility was driven by a rise in interest rates and the

sharpest rotation out of growth companies that we have seen in more than 20 years. Despite this

turbulence the high-quality companies in the portfolio continue to deliver strong earnings growth.”



For further information please contact:


Corporate Manager

Kingfish Limited

Tel: (09) 484 0352








Non-GAAP Financial Information

The adjusted net asset value, gross performance return and total shareholder return methodologies are described in the

Kingfish Non-GAAP Financial Information policy. A copy of the policy is available at http://www.kingfish.co.nz/about-

kingfish/kingfish-policies/.



About Kingfish

Kingfish is a listed investment company that invests in growing New Zealand companies. The Kingfish portfolio is managed

by Fisher Funds, a specialist investment manager with a track record of successfully investing in growth company shares.

The aim of Kingfish is to offer investors competitive returns through capital growth and dividends, and access to a

diversified portfolio of investments through a single tax-efficient investment vehicle. Kingfish listed on the NZX Main Board

on 31 March 2004 and may invest in companies that are listed on the NZX Main Board, NZX Alternative Market or unlisted

companies. /ends

---

KINGFISH LIMITED
FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Page

Statement of Comprehensive Income1

Statement of Changes in Equity2

Statement of Financial Position3

Statement of Cash Flows4

Notes to the Financial Statements5

KINGFISH LIMITED
STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2022

20222021

Notes$000$000

Interest income

75 49

Dividend income

7,809 5,410

Net changes in fair value of investments

2

(19,951) 150,504

Other income

1,413 3

Total (loss)/income(10,654) 155,966

Operating expenses

3

6,632 13,233

Operating (loss)/profit before tax(17,286) 142,733

Total tax expense420

20

Net operating (loss)/profit after tax attributable to shareholders

(17,306) 142,713

Total comprehensive (loss)/income after tax attributable to shareholders(17,306) 142,713

Basic earnings per share6(5.49c) 56.28c

Diluted earnings per share6(5.49c) 54.65c

The accompanying notes form an integral part of these financial statements.

Page 1 of 14

KINGFISH LIMITED
STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2022

SharePerformanceRetainedTotal

NotesCapitalFee ReserveEarningsEquity

$000$000$000$000

Balance at 31 March 2020278,854 - 66,550 345,404

Comprehensive income

Net operating profit after tax- - 142,713 142,713

Total comprehensive income for

the year ended 31 March 2021- - 142,713

142,713

Transactions with shareholders

Dividends paid5- - (33,895) (33,895)

New shares issued under dividend

reinvestment plan

Shares issued for warrants exercised

84,823 - - 84,823

Total transactions with shareholders for

the year ended 31 March 2021

97,225 - (33,895) 63,330

Balance at 31 March 2021376,079 - 175,368 551,447

Comprehensive income

Net operating (loss) after tax- - (17,306)

(17,306)

Total comprehensive (loss) for

the year ended 31 March 2022- -

(17,306) (17,306)

Transactions with shareholders

Dividends paid5- - (45,207) (45,207)

New shares issued under dividend

reinvestment plan

Costs relating to warrants issued or exercised

(30) - - (30)

Total transactions with shareholders for

the year ended 31 March 2022

16,475 - (45,207) (28,732)

Balance at 31 March 2022392,554 - 112,855 505,409

The accompanying notes form an integral part of these financial statements.

Page 2 of 14

Attributable to shareholders of the Company

16,505

12,402 - - 12,402

5

5

16,505 - -

KINGFISH LIMITED
STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 MARCH 2022

20222021

Notes$000$000

SHAREHOLDERS' EQUITY505,409 551,447

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 9

8,006 33,528

Trade and other receivables 7

3,519 369

Investments at fair value through profit or loss 2

494,850 526,523

Total Current Assets 506,375 560,420

TOTAL ASSETS506,375 560,420

LIABILITIES

Current Liabilities

Trade and other payables 8

966 8,973

Total Current Liabilities 966 8,973

TOTAL LIABILITIES966 8,973

NET ASSETS505,409 551,447

These financial statements have been authorised for issue for and on behalf of the Board by:

A B RyanC A Campbell

ChairChair of the Audit and Risk Committee

23 May 202223 May 2022

The accompanying notes form an integral part of these financial statements.

Page 3 of 14

KINGFISH LIMITED
STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2022

20222021

Notes$000$000

Operating Activities

Sale of listed equity investments

78,856 81,493

Interest received

75 49

Dividends received

7,795 5,612

Other income received1,414 1

Purchase of listed equity investments

(69,786) (129,235)

Operating expenses

(15,124) (6,195)

Taxes paid

(20) (20)

Net cash inflows/(outflows) from operating activities93,210 (48,295)

Financing Activities

Proceeds from warrants exercised- 84,823

Warrant issue and exercise costs(30) -

Dividends paid (net of dividends reinvested)

(28,702) (21,493)

Net cash inflows/(outflows) from financing activities(28,732) 63,330

Net increase/(decrease) in cash and cash equivalents held(25,522) 15,035

Cash and cash equivalents at beginning of the year33,528 18,493

Cash and cash equivalents at end of the year98,006 33,528

The accompanying notes form an integral part of these financial statements.

Page 4 of 14

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Note 1Basis of Accounting

Reporting Entity

Basis of Preparation

Accounting Policies

Critical Judgements, Estimates and Assumptions

Authorisation of Financial Statements

The Kingfish Board of Directors authorised these financial statements for issue on 23 May 2022.

No party may change these financial statements after their issue.

Page 5 of 14

Accounting policies that summarise the recognition and measurement basis used and are relevant to an

understanding of the financial statements, are provided throughout the notes to the financial statements and

are designated by a symbol.

The accounting policies adopted have been consistently applied to all years presented, unless otherwise

stated.

There are no new accounting standards, amendments to standards and interpretations that have a material

impact on these financial statements. The same applies for any new standards, amendments to standards

and interpretations that have been issued but are not yet effective.

Kingfish Limited ("Kingfish" or "the Company") is listed on the NZX Main Board, is registered in New Zealand

under the Companies Act 1993 and is an FMC Reporting Entity under the Financial Markets Conduct Act

2013.

The Company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.

These financial statements have been prepared in accordance with the requirements of Part 7 of the

Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand Generally Accepted

Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to International Financial

Reporting Standards (NZ IFRS) as appropriate to for-profit entities, and International Financial Reporting

Standards (IFRS).

The financial statements have been prepared on the historical cost basis, except for investment assets at fair

value through profit or loss.

The operating expenses include GST where it is charged by other parties as it cannot be reclaimed.

The functional and reporting currency used to prepare the financial statements is New Zealand dollars,

rounded to the nearest one thousand dollars. Where relevant, prior year comparatives have been reclassified

to confirm with current year financial statement presentation. Where there has been a material restatement of

comparative information the nature of, and the reason for the restatement is disclosed in the relevant notes.

Financial Reporting by Segments

The Company operates in the New Zealand investment industry.

The Company is managed as a whole and is considered to have a single operating segment. There is no

further division of the Company or internal segment reporting used by the Directors when making strategic,

investment or resource allocation decisions.

There has been no change to the operating segments during the year.

The preparation of financial statements requires the directors to make judgements, estimates and

assumptions that affect the application of policies and reported amounts of assets and liabilities, income and

expenses. Judgements are designated by a symbol in the notes to the financial statements. There were

no material estimates or assumptions required in the preparation of these financial statements.

j

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Note 2Investments at Fair Value Through Profit or Loss

Investments at fair value through profit or loss comprise New Zealand listed equity investment assets.

Investments at fair value through profit or loss

20222021

$000$000

New Zealand listed equity investments494,850 526,523

Total financial assets at fair value through profit or loss494,850 526,523

Note 3Operating Expenses20222021

$000$000

Management fees (note 10(a))5,344 5,671

Performance fees (note 10(a))- 6,291

Administration services (note 10(a))159 159

Directors' fees (note 10(b))185 176

Custody, accounting and brokerage489 594

Investor relations and communications190 150

NZX fees70 64

Professional fees54 19

Fees paid to the auditor:

Statutory audit and review of financial statements53 41

Non assurance services

1

5 3

Other operating expenses83 65

Total operating expenses6,632 13,233

1

Non-assurance services relate to agreed upon procedures performed in respect of the performance fee

Page 6 of 14

Investments are initially recognised at fair value and are subsequently revalued to reflect changes in fair

value. Net changes in the fair value of investments are recognised in the Statement of Comprehensive

Income.

The fair value of listed equity investments traded in active markets are based on last sale prices at balance

date, except where the last sale price falls outside the bid-ask spread for a particular investment, in which

case the bid price will be used to value the investment.

Dividend income from investments is recognised in the Statement of Comprehensive Income when the

Company's right to receive payments is established (ex-dividend date).

Investments recognised at fair value are categorised according to a fair value hierarchy that shows the extent

of judgement used in determining their fair value. Where unadjusted quoted prices are used, the investments

are categorised as Level 1. When significant inputs derived from observable market data are used, the

investments are categorised as Level 2. If significant inputs are not based on observable market data, they

are categorised as Level 3.

All listed equity investments held by Kingfish are categorised as Level 1. There have been no transfers

between levels of the fair value hierarchy during the year (2021: none). There were no financial instruments

classified as Level 2 or 3 at 31 March 2022 (2021: none).

Given that the investment portfolio is managed, and performance is evaluated, on a fair value basis in

accordance with a documented investment strategy, Kingfish has classified all its investments at fair value

through profit or loss.

All purchases and sales of investments are recognised at trade date, which is the date the Company commits

to purchase or sell the investment and transaction costs are expensed as incurred. When an investment is

sold, any gain or loss arising on the sale is included in the Statement of Comprehensive Income. Realised

gains or losses are calculated as the difference between the sale proceeds and the carrying amount of the

item.

calculation. The current year figure relates to the procedures performed for the 2021 year which were

underaccrued and paid for during the 2022 financial year. There have been no procedures performed in the

2022 financial year. No other fees were paid to the auditor.

j

j

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Note 4Taxation

Kingfish is a Portfolio Investment Entity ("PIE") for tax purposes.

Taxation expense is determined as follows:20222021

$000$000

Operating (loss)/profit before tax(17,286) 142,733

Non-taxable realised gain on investments(22,405)

(24,146)

Non-taxable unrealised (gain)/loss on investments42,362

(126,351)

Imputation credits2,306

1,499

Non-deductible expenditure407

513

Taxable income/(loss)5,384 (5,752)

Tax at 28%1,508 (1,611)

Imputation credits(2,306) (1,499)

Deferred tax not recognised818 3,130

Total tax expense20 20

Taxation expense comprises:

Current tax20 20

20 20

Current tax balance

Opening balance- -

Current tax expense (20) (20)

Tax paid20 20

Current tax receivable- -

Imputation credits

Note 5Shareholders' Equity

Share Capital

Page 7 of 14

Taxation expense comprises both current and deferred tax. Current tax is the expected tax payable on the

taxable income for the year, using tax rates enacted or substantively enacted at balance date, and any

adjustment to tax payable in respect of previous years. Current tax for current and prior periods is recognised

as a liability (or asset) to the extent that it is unpaid (or refundable). Deferred tax (if any) is recognised as the

difference between the carrying amounts of assets and liabilities in the financial statements and the amounts

used for taxation purposes. A deferred tax asset is only recognised to the extent it is probable it will be

utilised.

The imputation credits available for subsequent reporting periods total $261,652 (2021: $226,561). This

amount represents the balance of the imputation credit account at the end of the reporting period, adjusted

for imputation credits that will arise from the receipt of dividends recognised as a receivable at 31 March

2022.

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares and

warrants are shown in equity as a deduction.

A deferred tax asset of $12,761,635, resulting largely from tax losses of $45,005,418, at 31 March 2022

(2021: tax asset of $11,943,247, tax losses of $42,138,868) has not been recognised, as the tax structure of

the Company is unlikely to lead to the utilisation of a deferred tax asset. This unrecognised deferred tax asset

is reviewed annually.

When shares are acquired by the Company, the amount of consideration paid is recognised directly in equity.

Acquired shares are classified as treasury stock and presented as a deduction from share capital. When

treasury stock is subsequently sold or reissued, the cost of treasury stock is reversed and the realised gain or

loss on sale or reissue, net of any directly attributable incremental transaction costs, is recognised within

share capital.

Kingfish has 320,875,194 fully paid ordinary shares on issue (2021: 312,037,141). All ordinary shares are

classified as equity, rank equally and have no par value. All shares carry an entitlement to dividends and one

vote is attached to each fully paid ordinary share.

j

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Note 5Shareholders' Equity (continued)

Buybacks

Warrants

There were no warrants alloted in the prior year.

Dividends

2022Cents per2021Cents per

$000share$000share

25 Jun 202111,234 3.60 26 Jun 20207,607 3.06

24 Sep 202111,059 3.52 25 Sep 20208,139 3.25

17 Dec 202111,608 3.67 18 Dec 20208,729 3.46

25 Mar 202211,306 3.55 26 Mar 20219,420 3.71

45,207 14.34 33,895 13.48

Dividend Reinvestment Plan

Note 6Earnings per Share

20222021

Basic earnings per share

Net operating (loss)/profit after tax attributable to shareholders ($'000)

(17,306) 142,713

Weighted average number of ordinary shares on issue net of treasury stock ('000)315,429 253,583

Basic earnings per share(5.49c) 56.28c

Diluted earnings per share

Net operating (loss)/profit after tax attributable to shareholders ($'000)

(17,306) 142,713

Weighted average number of ordinary shares on issue net of treasury stock ('000)315,429 253,583

Diluted effect of warrants ('000)

1

- 7,570

315,429 261,153

Diluted earnings per share(5.49c) 54.65c

Page 8 of 14

1

The warrants were not assumed to be exercised because they were antidilutive in the period as the warrant

exercise price (less dividends paid) of $1.96 was greater than the average share price of $1.87 between the

date of issue and 31 March 2022.

Dividend distributions to the Company's shareholders are recognised as a liability in the financial statements

in the period in which the dividends are declared by the Kingfish board.

On 15 November 2021, 79,075,168 new Kingfish warrants were allotted and quoted on the NZX Main Board.

One new warrant was issued to all eligible shareholders for every four shares held on record date (12

November 2021).

Kingfish maintains an ongoing share buyback programme. For the year ended 31 March 2022, Kingfish did

not acquire any shares (2021: nil) under the programme which allows up to 5% of the ordinary shares on

issue (as at the date 12 months prior to the acquisition) to be acquired. Shares acquired under the buyback

programme are held as treasury stock and subsequently reissued to shareholders under the dividend

reinvestment plan. There were no shares held as treasury stock at balance date (2021: nil).

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by

the weighted average number of ordinary shares on issue during the year. Diluted earnings per share

assumes conversion of all dilutive potential ordinary shares in determining the denominator. Potential

ordinary shares include outstanding warrants.

Kingfish has a distribution policy where 2% of average NAV is distributed each quarter. Dividends paid during

the year comprised:

Kingfish has a dividend reinvestment plan which provides ordinary shareholders with the option to reinvest all

or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-day volume weighted

average share price from the date the shares trade ex-entitlement. During the year ended 31 March 2022,

8,838,053 ordinary shares totalling $16,504,860 (2021: 7,163,600 ordinary shares totalling $12,401,697) were

issued in relation to the plan for the quarterly dividends paid. To participate in the dividend reinvestment plan,

a completed participation notice must be received by Kingfish before the next record date.

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Note 7Trade and Other Receivables

The trade and other receivables' carrying values are a reasonable approximation of fair value.

20222021

$000$000

Dividends receivable341 327

Unsettled investment sales1,433 -

Related party receivable (note 10(a)(ii))1,688 -

Prepayments57 42

Total trade and other receivables3,519 369

Note 8Trade and Other Payables

The trade and other payables' carrying values are a reasonable approximation of fair value.

20222021

$000$000

Related party payable (note 10(a)(i))547 7,345

Unsettled investment purchases268 1,487

Other payables and accruals151 141

Total trade and other payables966 8,973

Note 9Cash and Cash Flow Reconciliation

Cash and Cash Equivalents

20222021

$000$000

Cash - New Zealand dollars8,006 33,528

Cash and Cash Equivalents8,006 33,528

Page 9 of 14

Trade and other payables are classified as other financial liabilities and are initially recognised at fair value,

and subsequently measured at amortised cost.

Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash on deposit

at banks and short-term money market deposits.

Trade and other receivables are classified as financial assets at amortised cost and are initially recognised at

fair value, and subsequently measured at amortised cost less any provision for impairment. Receivables are

assessed on a case-by-case basis for impairment.

j

j

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Note 9Cash and Cash Flow Reconciliation (continued)

Reconciliation of Net Operating Profit/(Loss) after Tax to Net Cash Flows20222021

from Operating Activities$000$000

Net operating (loss)/profit after tax

(17,306) 142,713

Items not involving cash flows

Unrealised losses/(gains) on revaluation of investments

42,362 (126,351)

42,362

(126,351)

Impact of changes in working capital items

Increase/(decrease) in trade and other payables(8,007) 8,544

Decrease/(increase) in trade and other receivables(3,150)

2,018

(11,157) 10,562

Items relating to investments

Amounts paid for purchases of investments(69,786) (129,235)

Amounts received from sales of investments net of realised gains/losses56,445 57,340

Movements in unsettled purchases of investments1,219 (1,487)

Movements in unsettled sales of investments1,433 (1,837)

(10,689) (75,219)

Net cash inflows/(outflows) from operating activities3,210 (48,295)

Note 10Related Party Information

a. Fisher Funds Management Limited

In return for the performance of its duties as Manager, Fisher Funds is paid the following fees:

Page 10 of 14

Fisher Funds Management Limited ("Fisher Funds" or "the Manager") is an entity that provides key

management personnel services to Kingfish by virtue of its management agreement.

Performance fee: Fisher Funds may earn an annual performance fee of 10% plus GST of excess returns

over and above the performance fee hurdle return (being the change in the NZ 90 Day Bank Bill Index plus

7%) subject to achieving the High Water Mark ("HWM"). The total performance fee amount is subject to a cap

of 1.25% of the adjusted net asset value (prior to performance fees) and is settled fully in cash.

The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset value

per share (after adjustment for capital changes and distributions) at the end of any previous calculation period

in which a performance fee was payable, multiplied by the number of shares at the end of the period.

In accordance with the terms of the Management Agreement, when a performance fee is earned, it is paid

within 60 days of the balance date.

Parties are considered to be related if one party has the ability to control or exercise significant influence over

the other party in making financial or operational decisions.

Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and payable

monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the Manager's interests

with those of the Kingfish shareholders. For every 1% underperformance (relative to the change in the NZ 90

Day Bank Bill Index) the management fee percentage is reduced by 0.1%, subject to a minimum 0.75% per

annum management fee.

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Note 10Related Party Information (continued)

Administration fee: Fisher Funds provides corporate administration services and a fee is payable

monthly in arrears.

(i) Fees earned and payable:

20222021

$000$000

Fees earned by the Manager for the year ended 31 March

Management fees5,344 5,671

Performance fees- 6,291

Administration services159 159

Operating expenses5,503 12,121

Fees payable to the Manager at 31 March

Management fees534 1,028

Performance fees payable- 6,291

Administration services13 26

Related party payables547 7,345

(ii) Other income earned and credit note

Income received from the Manager for the year ended 31 March

GST refund

Fees receivable from the Manager 31 March

Management fee credit note

1,688 -

Related party receivable1,688

-

Page 11 of 14

On 30 April 2021, Fisher Funds received a GST refund plus use of money interest (UOMI) from the Inland

Revenue Department ("IRD"). The refund relates to the period 1 April 2004 to 31 July 2009 when the

Manager applied 15% GST on management fees, when a subsequent assessment confirmed the Manager

was entitled to charge only 1.5% GST on management fees. The total GST refund received by the Manager

on behalf of Kingfish was $1,413,475, being overcharged GST refunded of $1,385,125 plus UOMI of $28,350.

The GST refund was received by Kingfish in May 2021. The GST refund and UOMI are excluded from any

performance fee calculation, consistent with how they have been treated in the past given they are not

performance related income for the year.

Fisher Fund's management fee was calculated and invoiced at 1.25% of gross asset value, with a balance

date adjustment to reduce the management fee to 0.95% of gross asset value (31 March 2021: no

adjustment) as the gross return underperformed the NZ 90 Day Bank Bill Index by 3.5%. As a result of the

management fee adjustment, Fisher Funds raised a credit note for $1,687,584 at balance date which will be

used by the Company to cover future monthly management fees until used up.

For the year ended 31 March 2022, the Manager did not achieve a return in excess of the performance fee

hurdle return and the HWM (2021: excess returns of $125,658,709 were generated). Accordingly, the

Company has not expensed a performance fee (2021: Performance fee of $6,290,731 was expensed).

Performance fees paid to the Manager are recognised as an expense in the Statement of Comprehensive

Income and are treated in line with a typical operating expense.

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Note 10Related Party Information (continued)

(iii) Investment transactions with related parties

b. Directors

Note 11Financial Risk Management

Market Risk

The maximum market risk resulting from financial instruments is determined as their fair value.

Price Risk

20222021

Mainfreight Limited20%18%

Infratil Limited18%14%

Fisher and Paykel Healthcare Corporation Limited14%16%

Summerset Group Ltd10%8%

Page 12 of 14

During the financial year the Directors earned fees for their services of $184,725 (2021: $176,248). The

directors' fee pool is $157,500 (plus GST, if any) for the year ended 31 March 2022 (2021: $157,500 + GST).

There were no Director fees payable at the end of the period (31 March 2021: nil). Directors’ fees exceeded

the pool due to the Company temporarily having five directors during the year between the appointment of

David McClatchy (1 July 2021) and the retirement of Carmel Fisher (6 August 2021).

The directors held shares in the Company at 31 March 2022 which total 0.06% of total shares on issue (31

March 2021: 4.50%). The reduction in Director Shareholding is a result of changes in Directors during the

financial year. The Directors held warrants in the company as at 31 March 2022 which total 0.06% of total

warrants on issue. The Directors did not hold warrants in the company as at 31 March 2021, as there were

none on issue.

Dividends of $525,429 (2021: $1,513,160) were also received by directors or their associates as a result of

their shareholding.

Price risk is the risk of gains or losses from changes in the market price of investments. The Company is

exposed to the risk of fluctuations in the underlying value of its listed portfolio companies. The following

companies individually comprise more than 10% of Kingfish’s total assets at 31 March 2022, and therefore

fluctuations in the value of these portfolio companies will have a greater impact on the overall investments

balance.

The Management Agreement between Kingfish and Fisher Funds details permitted investments. Financial

instruments currently recognised in the financial statements also comprise cash and cash equivalents, trade

and other receivables and trade and other payables.

All equity investments present a risk of loss of capital, often due to factors beyond the Company's control

such as competition, regulatory changes, commodity price changes and changes in general economic

climates domestically and internationally. The Manager moderates this risk through careful stock selection,

diversification and daily monitoring of the market positions. For corporate governance purposes there is also

regular reporting to the Board of Directors. In addition, the Manager has to meet the criteria of authorised

investments within the prudential limits defined in the Management Agreement.

The Company is subject to a number of financial risks which arise as a result of its investment activities,

including market risk, credit risk and liquidity risk.

Kingfish considers its Board of Directors ("Directors") key management personnel. Kingfish does not have

any employees.

Off-market transactions between Kingfish and other funds managed by Fisher Funds take place for the

purposes of rebalancing portfolios without incurring brokerage costs. These transactions are conducted after

the market has closed at last sale price (on an arm’s length basis). Purchases for the year ended 31 March

2022 totalled $3,097,605 (2021: nil) and sales totalled $1,458,243 (2021: nil).

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Note 11Financial Risk Management (continued)

Interest Rate Risk

Currency Risk

Sensitivity Analysis

20222021

$000$000

Price risk

1

Investments at fair value through profit or loss (listed)Carrying value494,850 526,523

Impact of a 20% change in market prices: +/-

98,970 105,305

Interest rate risk

2

Cash and cash equivalentsCarrying value8,006 33,528

Impact of a 1% change in interest rates: +/-

80 335

Credit Risk

Page 13 of 14

1

A variable of 20% is considered appropriate for market price risk sensitivity analysis based on historical price movements.

The table below summarises the impact on net operating profit after tax and shareholders' equity to

reasonably possible changes in the carrying value of financial instruments to market risk exposure at 31

March as follows:

Interest rate risk is the risk of movements in local interest rates. The Company is exposed to the risk of gains

or losses or changes in interest income from movements in local interest rates. There is no hedge against the

risk of movements in interest rates.

The Company may use short-term fixed rate borrowings to fund investment opportunities. There were no

borrowings at 31 March 2022 (2021: nil).

Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because of

changes in foreign exchange rates. The Company generally holds assets denominated in New Zealand

dollars and is therefore not directly exposed to currency risk. The portfolio companies that Kingfish invests in

may be affected by currency risk that may impact on the market value of the underlying portfolio company.

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial loss to

the Company. In the normal course of its business, the Company is exposed to credit risk from transactions

with its counterparties.

Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions in listed

securities are paid for on delivery according to standard settlement instructions and are normally settled

within three business days. Dividends receivables are due from listed New Zealand companies and are

normally settled within a month after the Ex-Dividend date.

The Company measures credit risk and expected credit losses using probability of default, exposure at

default and loss given default. Management considers both historical analysis and forward looking information

in determining any expected credit loss. At balance date, cash at bank was held with counterparties with a

credit rating of S&P AA- or equivalent. Trade and other receivables are normally settled within three business

days. Management considers the probability of default to be close to zero as the counterparties have a strong

capacity to meet their contractual obligations in the near term. As a result, no loss allowance has been

recognised based on 12 month expected credit losses as any such impairment would be wholly insignificant

to the Company.

The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the

Statement of Financial Position.

Other than cash at bank, short term unsettled trades and dividends receivable, there are no significant

concentrations of credit risk. The Company does not expect non-performance by counterparties, therefore no

collateral or security is required.

2

A variable of 1% was selected as this is a reasonably expected movement based on historical volatility. The percentage movement for the

interest rate sensitivity relates to an absolute change in interest rate rather than a percentage change in interest rate.

KINGFISH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

Note 11Financial Risk Management (continued)

Liquidity Risk

Capital Risk Management

The Company was not subject to any externally imposed capital requirements during the year.

Note 12Net Asset Value

Note 13Commitments and Contingent Liabilities

Note 14Subsequent Events

There were no other events which require adjustment to or disclosure in these financial statements.

Page 14 of 14

As at 18 May 2022 the Kingfish unaudited new asset value (NAV) had reduced to $461.8 million, down 8.6%

from 31 March 2022, due to market movements. Kingfish reports its unaudited NAV to the NZX on a weekly

and monthly basis.

On 23 May 2022, the Board declared a dividend of 3.16 cents per share. The record date for this dividend is 9

June 2022 with a payment date of 23 June 2022.

There were no unrecognised contractual commitments or contingent liabilities as at 31 March 2022 (2021:

nil).

The audited net asset value of Kingfish as at 31 March 2022 was $1.58 per share (2021: $1.77) calculated as

the net assets of $505,409,400 divided by the number of shares on issue of 320,875,194 (2021: net assets of

$551,446,689 and shares on issue of 312,037,141).

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to

shareholders, return capital to shareholders, undertake share buybacks, issue new shares and secure

borrowings in the short term.

Since announcing a long-term distribution policy in June 2009, the Company continues to pay 2% of average

net asset value each quarter.

Liquidity risk is the risk that the assets held by the Company cannot readily be converted to cash in order to

meet the Company's financial obligations as they fall due. The Company endeavours to invest the proceeds

from the issue of shares in appropriate investments while maintaining sufficient liquidity (through daily cash

monitoring) to meet working capital and investment requirements. All trade and other payables have

contractual maturities of 3 months or less.

Liquidity to fund investment requirements can be augmented through the procurement of a debt facility from a

registered bank to a maximum value of 20% of the gross asset value of the Company. There were no such

debt facilities at 31 March 2022 (2021: nil).

There have been no subsequent events to suggest any issues with satisfying working capital and investment

requirements.

The Company’s objective is to prudently manage shareholder capital (share capital, reserves, retained

earnings) and borrowings (if any).




PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz



Independent auditor’s report

To the shareholders of Kingfish Limited

Our opinion

In our opinion, the accompanying financial statements of Kingfish Limited (the Company) present

fairly, in all material respects, the financial position of the Company as at 31 March 2022, its financial

performance and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

What we have audited

The financial statements comprise:

● the statement of financial position as at 31 March 2022;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, which include significant accounting policies and other

explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the financial statements section of our

report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Company in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor we have no relationship with, or interests in, the Company.

Key audit matter

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. Given the nature of the Company, we have

one key audit matter: Valuation and existence of investments at fair value through profit or loss. The

matter was addressed in the context of our audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on the matter.

PwC
Description of the key audit matter How our audit addressed the key audit matter

Valuation and existence of investments at

fair value through profit or loss

Investments at fair value through profit or loss

(the investments) are valued at $495 million

and represent 98% of total assets.

Further disclosures on the investments are

included in note 2 to the financial statements.

This was an area of focus for our audit and an

area where a significant proportion of audit

effort was directed.

As at 31 March 2022, all investments were in

companies that were listed on the NZX Main

Board and were actively traded with readily

available, quoted market prices.

All investments are held by Trustees Executors

Limited (the Custodian) on behalf of the

Company. Trustees Executors Limited also

provides administration services for the

Company.

Our audit procedures included updating our understanding

of the business processes employed by the Company for

accounting for, and valuing, its investment portfolio.

We obtained confirmation from the Custodian that the

Company was the recorded owner of all the recorded

investments.

We obtained copies of and assessed Trustees Executors

Limited’s Internal Controls Reports for Custody,

Superannuation Member Administration, Investment

Administration and Registry for the period from 1 April 2021

to 31 March 2022.

We agreed the price for all investments held at 31 March

2022 to independent third-party pricing sources.

Our audit approach

Overview

Materiality Overall materiality: $2,527,000, which represents approximately 0.5% of the

net assets.

We used this benchmark because, in our view, the objective of the Company

is to provide investors with a total return on its assets, taking account of both

capital and income returns.

Key audit matters As reported above, we have one key audit matter, being:

●Valuation and existence of investments at fair value through profit or

loss.

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements. In particular, we considered where management made

subjective judgements; for example, in respect of significant accounting estimates that involved

making assumptions and considering future events that are inherently uncertain. As in all of our audits,

we also addressed the risk of management override of internal controls, including among other

matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the financial statements as a whole, taking into account the structure of the Company, the

accounting processes and controls, and the industry in which the Company operates.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

Misstatements may arise due to fraud or error. They are considered material if, individually or in

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

PwC
Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and in aggregate, on the financial statements as a whole.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual report, but does not include the financial statements and our

auditor's report thereon. The Annual report is expected to be made available to us after the date of this

auditor's report.

Our opinion on the financial statements does not cover the other information and we will not express

any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated.

When we read the other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and

using the going concern basis of accounting unless the Directors either intend to liquidate the

Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-2/

This description forms part of our auditor’s report.

PwC
Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Philip Taylor.

For and on beh

alf of:

Charter

ed Accountants Auckland

23 May 2022

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